UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~February 228, 2026

ARES REAL ESTATE INCOME TRUST INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland	000-52596	30-0309068
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)


One Tabor Center, 1200 Seventeenth Street, Suite 2900, Denver, CO			80202

(Address of Principal Executive Offices)			(Zip Code)

(303) 228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.0201 ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

~~On March 2, 2026,~~ Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) ~~issued~~is ~~the~~filing ~~following~~this ~~Class~~Current ~~S-PR~~Report ~~and~~on ~~Class~~Form I8-PRK ~~shares and, from January 2, 2026 through March 2, 2026, issued the following Class D-PR shares~~ in ~~transactions~~order ~~exempt~~to ~~from~~provide ~~the~~an ~~registration~~update ~~provisions~~regarding ofour ~~the~~net ~~Securities~~asset ~~Act~~value ~~of 1933~~(“NAV”), asour ~~amended,~~assets ~~pursuant~~and ~~to Regulation D~~portfolio.

~~The~~Most ~~following~~Recent ~~table~~Transaction ~~details~~Price ~~the~~and ~~shares~~Net ~~issued~~Asset ~~and~~Value ~~gross~~Per ~~proceeds:~~Share

	Number of
	Shares Issued	Gross Proceeds
Class S-PR Shares (1)(2)	838,347	$	6,845,861
Class D-PR Shares (1)	95,808	$	775,993
Class I-PR Shares (1)	2,367,269	$	19,179,616

April 1, 2026 Transaction Price

~~_________________________~~The transaction price for each of our share classes is equal to such share class’s NAV per share as of February 28, 2026. A calculation of the NAV per share is set forth below.

~~(1)Number~~February of28, ~~shares~~2026 ~~issued~~NAV ~~and~~Per ~~gross proceeds include activity from shares issued pursuant to our distribution reinvestment plan.~~ Share

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.areswms.com/solutions/areit and is also available on our toll-free, automated telephone line at (2888)~~Gross~~ ~~proceeds~~310-9352. ~~for~~With ~~Class~~the approval of our board of directors, including a majority of our independent directors, we have engaged Altus Group U.S. Inc., a third-PRparty ~~shares~~valuation ~~include~~firm, ~~upfront~~to ~~selling~~serve ~~commissions~~as our independent valuation advisor (“Altus Group” or the “Independent Valuation Advisor”) with respect to helping us administer the valuation and ~~dealer~~review ~~manager~~process ~~fees~~for the real properties in our portfolio, providing monthly real property appraisals and valuations for certain of our debt-related assets, reviewing annual third-party real property appraisals, reviewing the internal valuations of loans (“DST Program Loans”) provided to certain investors in ~~aggregate~~our program to raise capital in private placements exempt from registration pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended, through the sale of ~~$53~~beneficial interests (“DST Interests”) in specific Delaware statutory trusts holding real properties,~~571~~ including properties currently indirectly owned by our operating partnership (the “DST Program”), and debt-related liabilities performed by Ares Commercial Real Estate Management LLC (our “Advisor”), providing quarterly valuations of our properties subject to master lease obligations associated with the DST Program, and assisting in the development and review of our valuation procedures.

As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”), which may be or were held directly or indirectly by the Advisor, our former sponsor, members or affiliates of our former sponsor, and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.

The following table sets forth the components of Aggregate Fund NAV as of February 28, 2026 and January 31, 2026:


	As of
(in thousands)	February 28, 2026		January 31, 2026
Investments in residential properties	$	2,689,700	$	2,683,000
Investments in industrial properties	3,044,900		3,025,000
Investments in retail properties	729,800		729,100
Investments in office properties	402,550		401,600
Investments in other properties (1)	798,350		797,750
Total investment in real estate properties	7,665,300		7,636,450
Investments in real estate debt and securities	439,466		300,908
Investments in unconsolidated joint venture partnerships	495,421		489,332
DST Program Loans	206,955		195,629
Total investments	8,807,142		8,622,319
Cash and cash equivalents	84,339		51,668
Restricted cash	5,435		5,493
Other assets	71,606		69,910
Line of credit, term loans and mortgage notes	(2,934,980)		(2,996,194)
Secured financings on debt-related investments	(107,323)		—
Financing obligations associated with our DST Program	(2,573,556)		(2,427,662)
Other liabilities	(134,018)		(135,626)
Accrued performance participation allocation	(7,467)		(4,901)
Accrued advisory fees	(5,256)		(5,105)
Noncontrolling interests in consolidated joint venture partnerships	(18,625)		(19,536)
Aggregate Fund NAV	$	3,187,297	$	3,160,366
Total Fund Interests outstanding	392,523		390,071

____________________________________________

(1)Includes self-storage and data center properties.

The following table sets forth the NAV per Fund Interest as of February 28, 2026 and January 31, 2026:


(in thousands, except			Class T-R		Class S-R		Class D-R		Class I-R		Class E		Class S-PR		Class D-PR		Class I-PR		Class B
per Fund Interest data)	Total		Shares		Shares		Shares		Shares		Shares		Shares		Shares		Shares		Shares		OP Units
As of February 28, 2026
Monthly NAV	$	3,187,297	$	180,580	$	287,684	$	45,740	$	514,363	$	320,875	$	63,279	$	3,276	$	90,750	$	206,328	$	1,474,422
Fund Interests outstanding	392,523		22,239		35,429		5,633		63,345		39,517		7,793		403		11,176		25,410		181,578
NAV Per Fund Interest	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200	$	8.1200
As of January 31, 2026
Monthly NAV	$	3,160,366	$	181,934	$	289,958	$	46,019	$	509,894	$	321,124	$	52,200	$	3,241	$	83,566	$	205,871	$	1,466,559
Fund Interests outstanding	390,071		22,456		35,788		5,680		62,934		39,635		6,443		400		10,314		25,410		181,011
NAV Per Fund Interest	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020	$	8.1020

Under U.S. generally accepted accounting principles (“GAAP”), we record liabilities for ongoing distribution fees that we estimate we may pay in future periods for the Fund Interests. As of February 28, 2026, we estimated approximately $72.3 million of ongoing distribution fees were potentially payable. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to redeem shares under our share redemption program and our ability to make exceptions to, modify or suspend our share redemption program at any time. Our NAV generally does not reflect the potential impact of exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party.

The valuations of our real properties as of February 28, 2026, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties, were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type.


	Residential		Industrial		Retail		Office		Other (1)		Weighted-Average Basis
Exit capitalization rate	5.1	%	5.7	%	6.4	%	7.4	%	6.1	%	5.7	%
Discount rate / internal rate of return	7.0	%	7.3	%	7.2	%	8.8	%	7.7	%	7.3	%
Average holding period (years)	10.0		10.0		9.9		10.0		14.4		10.5

____________________________________________

(1)Includes self-storage and data center properties.

A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties:


Input	Hypothetical Change	Residential		Industrial		Retail		Office		Other (1)		Weighted-Average Values
Exit capitalization rate (weighted-average)	0.25% decrease	3.3	%	3.0	%	2.3	%	2.5	%	2.3	%	2.9	%
	0.25% increase	(3.0)	%	(2.8)	%	(2.2)	%	(2.3)	%	(2.1)	%	(2.7)	%
Discount rate (weighted-average)	0.25% decrease	2.0	%	2.0	%	1.9	%	2.1	%	2.5	%	2.0	%
	0.25% increase	(1.9)	%	(1.9)	%	(1.8)	%	(2.0)	%	(2.5)	%	(2.0)	%

____________________________________________

(1)Includes self-storage and data center properties.

Distributions

We authorized monthly gross distributions for each class of shares of our common stock in the amount of $0.03450 per share for the month of February 2026. These distributions were paid to all stockholders of record as of the close of business on February 27, 2026, net of, as applicable, distribution fees that are payable monthly with respect to certain classes of shares of our common stock.

Update on Our Assets and Activities

As of February 28, 2026, our consolidated investments include 144 real estate properties totaling approximately 30.5 million square feet located in 34 markets throughout the U.S., which were 95.2% leased.

As of February 28, 2026, our leverage ratio was 34.3% (calculated as outstanding principal balance of our borrowings, including secured financings on debt-related investments, less cash and cash equivalents, divided by the fair value of our real property, net investments in unconsolidated joint venture partnerships and investments in real estate debt and securities not associated with the DST Program, as determined in accordance with our valuation procedures).

Quarter-to-date through February 28, 2026, we raised gross proceeds of approximately $277.5 million, including proceeds from our distribution reinvestment plan and the sale of DST Interests (including $16.0 million of DST Interests financed by DST Program Loans). The aggregate dollar amount of common stock and OP Unit redemptions requested for January and February, which were redeemed in full on February 1, 2026 and March 1, 2026, respectively, was $27.3 million.

Forward-Looking Statements

This Current Report on Form 8-K includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “could,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or other similar words or terms and include, without limitation, statements regarding the estimates and assumptions used in the calculation of our NAV per Fund Interest. These statements are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, present and future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are difficulties in economic conditions generally and the real estate, debt, and securities markets specifically, including the impact of inflation, changes in interest rates, developments related to tariffs and trade policies and the resulting impacts on market volatility and global trade and the conflicts in Ukraine and in the Middle East, legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”), risks associated with acquisitions, availability and creditworthiness of prospective customers, availability of capital (debt and equity), competition, supply and demand for properties in current and any proposed market areas in which we invest, our customers’ ability to pay rent, changes to accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, customer bankruptcies and defaults, the availability and cost of comprehensive insurance, including our ability to continue to qualify as a REIT, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent periodic and current reports filed with the SEC. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


Exhibit Number						Description
99.1*						Consent of Altus Group U.S. Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

____________________________________________

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Ares Real Estate Income Trust Inc.
March 6, 2026
March 16, 2026	By:	/s/ TAYLOR M. PAUL
	By:	/s/ TAYLOR M. PAUL
		Taylor M. PaulManaging Director, Chief Financial Officer and Treasurer

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